|
Delaware
|
| |
6770
|
| |
85-2790755
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Alfred Browne
Nicole Brookshire Marianne Sarrazin Cooley LLP 500 Boylston Street 14th Floor Boston, Massachusetts 02116 (617) 937-2300 (617) 937-2400—Facsimile |
| |
Ilir Mujalovic
Richard Alsop Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022 (212) 848-4000 |
|
|
Large accelerated filer
☐
|
| |
Accelerated filer
☐
|
|
|
Non-accelerated filer
☒
|
| |
Smaller reporting company
☒
|
|
| | | |
Emerging growth company
☒
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CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||||||||||||||
|
Title of Each Class of Securities to be Registered
|
| | |
Amount To Be
Registered |
| | |
Proposed Maximum
Offering Price per Security(1) |
| | |
Proposed Maximum
Aggregate Offering Price(1)(2) |
| | |
Amount of
Registration Fee |
| ||||||||||||
|
Shares of Class A common stock, $0.0001 par value(2)
|
| | | | | 9,200,000 | | | | | | $ | 10.00 | | | | | | $ | 92,000,000 | | | | | | $ | 11,941.60 | | |
|
Total
|
| | | | | | | | | | | | | | | | | | $ | 92,000,000 | | | | | | $ | 11,941.60 | | |
| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 24 | | | |
| | | | 25 | | | |
| | | | 51 | | | |
| | | | 52 | | | |
| | | | 53 | | | |
| | | | 56 | | | |
| | | | 57 | | | |
| | | | 59 | | | |
| | | | 60 | | | |
| | | | 64 | | | |
| | | | 83 | | | |
| | | | 91 | | | |
| | | | 93 | | | |
| | | | 96 | | | |
| | | | 102 | | | |
| | | | 104 | | | |
| | | | 110 | | | |
| | | | 117 | | | |
| | | | 117 | | | |
| | | | 117 | | | |
| | | | F-1 | | |
| | |
September 2, 2020
|
| |||
Balance Sheet Data: | | | | | | | |
Working capital (deficiency)
|
| | | $ | (57,126) | | |
Total assets
|
| | | $ | 96,133 | | |
Total liabilities
|
| | | $ | 77,126 | | |
Stockholder’s equity
|
| | | $ | 19,007 | | |
| | |
Without
Over-Allotment Option |
| |
Over-Allotment
Option Exercised |
| ||||||
Gross proceeds | | | | | | | | | | | | | |
From offering of public shares to public
|
| | | $ | 80,000,000 | | | | | $ | 92,000,000 | | |
From sale of private shares to the sponsor
|
| | | $ | 3,600,000 | | | | | $ | 3,840,000 | | |
Total gross proceeds
|
| | | $ | 83,600,000 | | | | | $ | 95,840,000 | | |
Estimated offering expenses(1) | | | | | | | | | | | | | |
Underwriting discounts and commission (2.0% of gross proceeds from the offering of public shares to public, excluding deferred portion)
|
| | | $ | 1,600,000 | | | | | $ | 1,840,000 | | |
Legal fees and expenses
|
| | | $ | 300,000 | | | | | $ | 300,000 | | |
Nasdaq listing fee
|
| | | $ | 55,000 | | | | | $ | 55,000 | | |
Printing and engraving expenses
|
| | | $ | 35,000 | | | | | $ | 35,000 | | |
Accounting fees and expenses
|
| | | $ | 60,000 | | | | | $ | 60,000 | | |
SEC/FINRA expenses
|
| | | $ | 36,942 | | | | | $ | 36,942 | | |
Director & Officer liability insurance premiums
|
| | | $ | 250,000 | | | | | $ | 250,000 | | |
Travel and road show
|
| | | $ | 20,000 | | | | | $ | 20,000 | | |
Miscellaneous expenses(3)
|
| | | $ | 243,058 | | | | | $ | 243,058 | | |
Total estimated offering expenses
|
| | | $ | 2,600,000 | | | | | $ | 2,840,000 | | |
Net proceeds | | | | | | | | | | | | | |
Held in trust(2)
|
| | | $ | 80,000,000 | | | | | $ | 92,000,000 | | |
Not held in trust
|
| | | $ | 1,000,000 | | | | | $ | 1,000,000 | | |
Total net proceeds
|
| | | $ | 81,000,000 | | | | | $ | 93,000,000 | | |
| | |
Amount
|
| |
% of Total
|
| ||||||
Legal, accounting and other third-party expenses attendant to the search for target
businesses and to the due diligence investigation, structuring and negotiation of a business combination(5) |
| | | $ | 350,000 | | | | | | 35.0% | | |
Legal and accounting fees relating to SEC reporting obligations
|
| | | $ | 150,000 | | | | | | 15.0% | | |
Consulting, travel and miscellaneous expenses incurred during search for initial business combination target
|
| | | $ | 100,000 | | | | | | 10.0% | | |
Nasdaq continued listing fees
|
| | | $ | 55,000 | | | | | | 5.5% | | |
Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves
|
| | | $ | 345,000 | | | | | | 34.5% | | |
Total
|
| | | $ | 1,000,000 | | | | | | 100.0% | | |
| | |
Without Over-allotment
|
| |
With Over-allotment
|
| ||||||||||||||||||
Public offering price
|
| |
|
| | | $ | 10.00 | | | |
|
| | | $ | 10.00 | | | ||||||
Net tangible book deficit before this offering
|
| | | | (0.02) | | | | | | | | | | | | (0.02) | | | | | | | | |
Increase attributable to public stockholders
|
| | | | 1.67 | | | | | | | | | | | | 1.49 | | | | | | | | |
Pro forma net tangible book value after this offering and the sale of the private placement shares
|
| | | | | | | | | | 1.65 | | | | | | | | | | | | 1.47 | | |
Dilution to public stockholders
|
| | | | | | | | | $ | 8.35 | | | | | | | | | | | $ | 8.53 | | |
Percentage of dilution to public stockholders
|
| | | | | | | | | | 83.5% | | | | | | | | | | | | 85.3% | | |
| | |
Shares Purchased
|
| |
Total Consideration
|
| |
Average Price
Per Share |
| |||||||||||||||||||||
| | |
Number
|
| |
Percentage
|
| |
Amount
|
| |
Percentage
|
| ||||||||||||||||||
Founder shares(1)
|
| | | | 2,000,000 | | | | | | 19.31% | | | | | $ | 20,000 | | | | | | 0.02% | | | | | $ | 0.01 | | |
Private shares(2)
|
| | | | 360,000 | | | | | | 3.47% | | | | | $ | 3,600,000 | | | | | | 4.31% | | | | | $ | 10.00 | | |
New investors
|
| | | | 8,000,000 | | | | | | 77.22% | | | | | $ | 80,000,000 | | | | | | 95.67% | | | | | $ | 10.00 | | |
| | | | | 10,360,000 | | | | | | 100.00% | | | | | $ | 83,620,000 | | | | | | 100.00% | | | | | | | | |
| | |
Without
Over-allotment |
| |
With
Over-allotment |
| ||||||
Numerator: | | | | | | | | | | | | | |
Net tangible book deficit before this offering
|
| | | $ | (57,126) | | | | | $ | (57,126) | | |
Net proceeds from this offering and sale of the private placement shares
|
| | | | 81,000,000 | | | | | | 93,000,000 | | |
Plus: Offering costs paid in advance, excluded from tangible book value before this offering
|
| | | | 76,133 | | | | | | 76,133 | | |
Less: Deferred underwriting commissions
|
| | | | (2,800,000) | | | | | | (3,220,000) | | |
Less: Proceeds held in trust subject to redemption
|
| | | | (73,219,000) | | | | | | (84,799,000) | | |
| | | | $ | 5,000,007 | | | | | $ | 5,000,007 | | |
Denominator: | | | | | | | | | | | | | |
Class B common stock outstanding prior to this offering
|
| | | | 2,300,000 | | | | | | 2,300,000 | | |
Class B common stock forfeited if over-allotment is not exercised
|
| | | | (300,000) | | | | | | — | | |
Class A common stock sold in this offering
|
| | | | 8,000,000 | | | | | | 9,200,000 | | |
Class A common stock sold to our sponsor in a private placement
|
| | | | 360,000 | | | | | | 384,000 | | |
Less: Shares subject to redemption
|
| | | | (7,321,900) | | | | | | (8,479,900) | | |
| | | | | 3,038,100 | | | | | | 3,404,100 | | |
| | |
September 2, 2020
|
| |||||||||
| | |
Actual
|
| |
As Adjusted(1)
|
| ||||||
Loan from related party(2)
|
| | | $ | — | | | | | $ | — | | |
Deferred underwriting commissions
|
| | | | — | | | | | | 2,800,000 | | |
Class A common stock subject to possible redemption; -0- and 7,321,900 shares, actual and as adjusted, respectively(3)
|
| | | | — | | | | | | 73,219,000 | | |
Preferred stock, $0.0001 par value, -0- and 1,000,000 shares authorized, actual and
as adjusted, respectively; none issued and outstanding, actual and as adjusted |
| | | | — | | | | | | — | | |
Class A common stock, $0.0001 par value, -0- and shares authorized,
actual and as adjusted, respectively; -0- and 1,038,100 shares issued and outstanding (excluding -0- and 7,321,900 shares subject to possible redemption), actual and as adjusted, respectively(3) |
| | | | — | | | | | | 104 | | |
Class B common stock, $0.0001 par value, 10,000,000 shares authorized; 2,300,000 and 2,000,000 shares issued and outstanding, actual and as adjusted, respectively(4)
|
| | | | 230 | | | | | | 200 | | |
Additional paid-in capital
|
| | | | 19,770 | | | | | | 5,000,696 | | |
Accumulated deficit
|
| | | | (993) | | | | | | (993) | | |
Total stockholders’ equity
|
| | | $ | 19,007 | | | | | $ | 5,000,007 | | |
Total capitalization
|
| | | $ | 19,007 | | | | | $ | 81,019,007 | | |
| | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Escrow of offering proceeds
|
| | $80,000,000 of the net offering proceeds and proceeds from the sale of the private shares will be deposited into a trust account in the United States at , maintained by , acting as trustee. | | | Approximately $68,040,000 of the offering proceeds would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account. | |
Investment of net proceeds
|
| | The net offering proceeds and proceeds from the sale of the private shares held in trust will only be invested in United States government treasury bills, bonds or notes with a maturity of 185 days or less or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and | | | Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. | |
| | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | | that invest solely in United States government treasuries. | | | | |
Limitation on fair value or net assets of target business
|
| | The Nasdaq rules and our amended and restated certificate of incorporation require that our initial target business that we acquire must have a fair market value equal to at least 80% of the value of the assets held in our trust account (excluding any deferred underwriting commissions and taxes payable on the income earned on the trust account) at the time of the agreement to enter into the initial business combination. | | | We would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the maximum offering proceeds. | |
Trading of securities issued
|
| | The shares of Class A common stock are expected to begin trading on or promptly after the date of this prospectus. | | | No trading of the shares of Class A common stock would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | |
Election to remain an investor
|
| | We will either (1) give our stockholders the opportunity to vote on the business combination or (2) provide our public stockholders with the opportunity to sell their public shares to us in a tender offer for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account, less taxes. If we hold a meeting to approve a proposed business combination, we will send each stockholder a proxy statement containing information required by the SEC. Under Delaware law and our bylaws, we must provide at least 10 days advance notice of any meeting of stockholders. Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to have their shares redeemed for cash at such a meeting or to remain an investor in our company. Alternatively, if we do not hold a meeting and instead conduct a tender offer, we will | | | A prospectus containing information required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company, in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of the post-effective amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the escrow account must be returned to all investors and none of the securities will be issued. | |
| | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
| | |
conduct such tender offer in accordance with the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as we would have included in a proxy statement.
The tender offer rules require us to hold the tender offer open for at least 20 business days.
Accordingly, this is the minimum amount of time we would need to provide holders to determine whether they want to sell their shares to us in the tender offer or remain an investor in our company.
|
| | | |
Business combination deadline
|
| | Pursuant to our amended and restated certificate of incorporation, if we do not complete an initial business combination within 24 months from the consummation of this offering, it will trigger our automatic winding up, dissolution and liquidation. | | | If an acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow account would be returned to investors. | |
Interest earned on the funds in the trust account
|
| | There can be released to us, from time to time, any interest earned on the funds in the trust account that we may need to pay our tax obligations. The remaining interest earned on the funds in the trust account will not be released until the earliest of the completion of a business combination, certain amendments to our amended and restated certificate of incorporation (as described in this prospectus) and our entry into liquidation upon failure to effect a business combination within the allotted time. | | | All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time. | |
| | |
Terms of the Offering
|
| |
Terms Under a Rule 419 Offering
|
|
Release of funds
|
| | Except for interest earned on the funds held in the trust account that may be released to us to pay our tax obligations, the proceeds held in the trust account will not be released until the earliest of the completion of a business combination (in which case, the proceeds released to us will be net of the funds used to pay redeeming or tendering stockholders, as the trustee will directly send the appropriate portion of the amount held in trust to the redeeming or tendering stockholders at the time of the business combination), certain amendments to our amended and restated certificate of incorporation (as described in this prospectus) and the liquidation of our trust account upon failure to effect a business combination within the allotted time. | | | The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. | |
Name
|
| |
Age
|
| |
Position
|
| |||
Andrew J. Schwab | | | | | 49 | | | | Co-chief executive officer and director | |
Kush M. Parmar, M.D., Ph.D. | | | | | 39 | | | | Co-chief executive officer and director | |
Name of Individual
|
| |
Name of Affiliated Company
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Andrew J. Schwab | | | BirdRock Bio, Inc. | | | Biotechnology company | | | Chairman and director | |
| | | BlueLight Therapeutics, Inc. | | | Biotechnology company | | | Director | |
| | | California Academy of Sciences | | | Research institute and museum | | | Director | |
| | | Davidson College | | | Educational organization | | | Director | |
| | | Escient Pharmaceuticals, Inc. | | | Biotechnology company | | | Director | |
| | | Nido Biosciences, Inc. | | | Biotechnology company | | | Director | |
| | | Novome Biotechnologies, Inc. | | | Biotechnology company | | | Director | |
| | | National Venture Capital Association (NVCA) | | | Trade association | | | Director | |
| | | Pear Therapeutics, Inc. | | | Biotechnology company | | | Director | |
| | | Rarecyte, Inc. | | | Biotechnology company | | | Director | |
| | | Scientist.com | | | Scientific research e-commerce platform | | | Director | |
| | | TMRW Life Sciences, Inc. | | | Biotechnology company | | | Director | |
Name of Individual
|
| |
Name of Affiliated Company
|
| |
Entity’s Business
|
| |
Affiliation
|
|
| | | 5:01 Acquisition LLC | | | SPAC investment | | | Manager | |
| | | 5AM Partners, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners II, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners III, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners IV, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners V, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners VI, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Opportunities I (GP), LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Venture Management, LLC | | |
Venture capital investment
|
| | Member | |
Kush M. Parmar | | | Akouos, Inc. | | | Biotechnology company | | | Director | |
| | | Ensoma, Inc. | | | Management consulting company | | | President, chairman and director | |
| | | Entrada Therapeutics, Inc. | | | Biotechnology company | | | Director | |
| | | Homology Medicines, Inc. | | | Biotechnology company | | | Director | |
| | | Immuneel Therapeutics Private Limited | | | Biotechnology company | | | Co-founder | |
| | | RallyBio Holdings, LLC | | | Biotechnology company | | | Director | |
| | | Vor Biopharma, Inc. | | | Biotechnology company | | | Chairman and director | |
| | | 5:01 Acquisition LLC | | | SPAC investment | | | Manager | |
| | | 5AM Partners V, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Partners VI, LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Opportunities I (GP), LLC | | |
Venture capital investment
|
| |
Managing Member
|
|
| | | 5AM Venture Management, LLC | | |
Venture capital investment
|
| | Member | |
| | |
Beneficial Ownership Before the Offering
|
| |
Beneficial Ownership After the Offering
|
| | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| | |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
% of Total
Voting Power Before the Offering† |
| |
Class A
Common Stock |
| |
Class B
Common Stock |
| |
% of Total
Voting Power After the Offering† |
| | ||||||||||||||||||||||||||||||||||||||||||||
Name of Beneficial Owner
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| |
Shares
|
| |
%
|
| | ||||||||||||||||||||||||||||||||||||||
5% Stockholder: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
5:01 Acquisition LLC(1)
|
| | | | — | | | | | | — | | | | | | 2,300,000 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 360,000 | | | | | | 4.3% | | | | | | 2,000,000 | | | | | | 100.0% | | | | | | 22.8% | | | | ||
Directors and Named Executive Officers:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Andrew J. Schwab(1)
|
| | | | — | | | | | | — | | | | | | 2,300,000 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 360,000 | | | | | | 4.3% | | | | | | 2,000,000 | | | | | | 100.0% | | | | | | 22.8% | | | | ||
Kush M. Parmar(1)
|
| | | | — | | | | | | — | | | | | | 2,300,000 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 360,000 | | | | | | 4.3% | | | | | | 2,000,000 | | | | | | 100.0% | | | | | | 22.8% | | | | ||
All directors and executive officers as a group (two individuals)(1)
|
| | | | — | | | | | | — | | | | | | 2,300,000 | | | | | | 100.0% | | | | | | 100.0% | | | | | | 360,000 | | | | | | 4.3% | | | | | | 2,000,000 | | | | | | 100.0% | | | | | | 22.8% | | | |
Underwriter
|
| |
Number of Shares
|
| |||
BofA Securities, Inc.
|
| | | | 8,000,000 | | |
Total
|
| | | | 8,000,000 | | |
| | |
Per Class A
Common Stock Share |
| |
Without Option
|
| |
With Option
|
|
Public offering price
|
| |
$10.00
|
| |
$80,000,000
|
| |
$92,000,000
|
|
Underwriting discounts and commission
|
| |
$.55(1)
|
| |
$4,400,000 (1)
|
| |
$5,060,000(1)
|
|
Proceeds, before expenses, to us
|
| |
$9.45
|
| |
$75,600,000
|
| |
$86,940,000
|
|
| | |
Page
|
| |||
Audited Financial Statements of 5:01 Acquisition Corp.: | | | | | | | |
| | | | F-2 | | | |
| | | | F-3 | | | |
| | | | F-4 | | | |
| | | | F-5 | | | |
| | | | F-6 | | | |
| | | | F-7 | | |
| Assets: | | | | | | | |
| Current assets: | | | | | | | |
|
Cash
|
| | | $ | 20,000 | | |
|
Total current assets
|
| | | | 20,000 | | |
|
Deferred offering costs associated with proposed public offering
|
| | | | 76,133 | | |
|
Total Assets
|
| | | $ | 96,133 | | |
| Liabilities and Stockholder’s Equity: | | | | | | | |
| Current liabilities: | | | | | | | |
|
Accounts payable
|
| | | $ | 77,126 | | |
|
Total current liabilities
|
| | | | 77,126 | | |
| Commitments and Contingencies | | | | | | | |
| Stockholder’s Equity: | | | | | | | |
|
Common stock, $0.0001 par value; 10,000,000 shares authorized; 2,300,000 shares issued and outstanding(1)
|
| | | | 230 | | |
|
Additional paid-in capital
|
| | | | 19,770 | | |
|
Accumulated deficit
|
| | | | (993) | | |
|
Total stockholder’s equity
|
| | | | 19,007 | | |
|
Total Liabilities and Stockholder’s Equity
|
| | | $ | 96,133 | | |
|
General and administrative expenses
|
| | | $ | 993 | | |
|
Net loss
|
| | | $ | (993) | | |
|
Weighted average shares outstanding, basic and diluted(1)
|
| | | | 2,000,000 | | |
|
Basic and diluted net loss per share
|
| | | $ | (0.00) | | |
| | |
Common Stock
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Deficit |
| |
Total
Stockholder’s Equity |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance−August 31, 2020 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor(1)
|
| | | | 2,300,000 | | | | | | 230 | | | | | | 19,770 | | | | | | — | | | | | | 20,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (993) | | | | | | (993) | | |
Balance−September 2, 2020
|
| | | | 2,300,000 | | | | | $ | 230 | | | | | $ | 19,770 | | | | | $ | (993) | | | | | $ | 19,007 | | |
| Cash Flows from Operating Activities: | | | | | | | |
|
Net loss
|
| | | $ | (993) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Accounts payable
|
| | | | 993 | | |
|
Net cash used in operating activities
|
| | | | — | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of common stock to Sponsor
|
| | | | 20,000 | | |
|
Net cash provided by financing activities
|
| | | | 20,000 | | |
|
Net change in cash
|
| | | | 20,000 | | |
|
Cash−beginning of the period
|
| | | | — | | |
|
Cash−end of the period
|
| | | $ | 20,000 | | |
| Supplemental disclosure of noncash activities: | | | | | | | |
|
Deferred offering costs included in accounts payable
|
| | | $ | 76,133 | | |
|
SEC Registration Fee
|
| | | $ | 11,942 | | |
|
FINRA filing fee
|
| | | | 25,000 | | |
|
Accounting fees and expenses
|
| | | | 60,000 | | |
|
Nasdaq listing fees
|
| | | | 55,000 | | |
|
Printing and engraving expenses
|
| | | | 35,000 | | |
|
Legal fees and expenses
|
| | | | 300,000 | | |
|
Director & Officer liability insurance premiums
|
| | | | 250,000 | | |
|
Travel and road show
|
| | | | 20,000 | | |
|
Miscellaneous
|
| | | | 243,058 | | |
|
Total
|
| | | $ | 1,000,000 | | |
|
Exhibit
No. |
| |
Description
|
| |||
| | | 1.1* | | | | Form of Underwriting Agreement. | |
| | | 3.1* | | | | Certificate of Incorporation. | |
| | | 3.2* | | | | Form of Amended and Restated Certificate of Incorporation. | |
| | | 3.3* | | | | Bylaws. | |
| | | 4.1* | | | | Specimen Class A Common Stock Certificate. | |
| | | 5.1* | | | | Opinion of Cooley LLP. | |
| | | 10.1* | | | | Form of Letter Agreement among the Registrant and the Registrant’s officers, directors and stockholders. | |
| | | 10.2* | | | | Form of Investment Management Trust Agreement between and the Registrant. | |
| | | 10.3* | | | | Form of Registration and Stockholder Rights Agreement among the Registrant and the Initial Stockholders. | |
| | | 10.4* | | | | Form of Subscription Agreement between the Registrant and 5:01 Acquisition LLC. | |
| | | 10.5* | | | | Form of Private Placement Class A Common Stock Purchase Agreement between the Registrant and 5:01 Acquisition LLC. | |
| | | 10.6* | | | | Form of Indemnity Agreement. | |
| | | 14* | | | | Form of Code of Ethics. | |
| | | 23.1* | | | | Consent of WithumSmith+Brown, PC. | |
| | | 23.2* | | | | Consent of Cooley LLP (included in Exhibit 5.1). | |
| | | 24* | | | | Power of Attorney (included on the signature page hereof). | |
| | | 99.1* | | | | Form of Audit Committee Charter. | |
| | | 99.2* | | | | Form of Nominating Committee Charter. | |
| | | 99.3* | | | | Form of Compensation Committee Charter. | |
Name
|
| |
Position
|
| |
Date
|
|
Andrew J. Schwab
|
| |
President, Co-Chief Executive Officer (principal executive officer, principal financial and accounting officer) and Director
|
| |
, 2020
|
|
Kush M. Parmar
|
| | Co-Chief Executive Officer and Director | | |
, 2020
|
|